SCHEDULE 14A INORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934 (Amendment No. ____)
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
Techne Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing:
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
TECHNE CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held
November 9, 2000
The annual meeting of shareholders of Techne Corporation will be held
at the offices of the Company, 614 McKinley Place N.E., Minneapolis, Minnesota,
on Thursday, November 9, 2000, at 3:30 p.m. (Minneapolis Time), for the
following purposes:
1. To set the number of members of the Board of Directors at eight (8).
2. To elect directors of the Company for the ensuing year.
3. To ammend the Company's Articles of Incorporation to increase the
authorized Common Stock from 50,000,000 to 100,000,000 shares.
4. To increase the number of shares of the Company's Common Stock
reserved for issuance under the Company's 1997 Incentive Stock
Option Plan from 600,000 to 1,600,000 and under its 1998
Nonqualified Stock Option Plan from 300,000 to 800,000.
5. To take action upon any other business that may properly come
before the meeting or any adjournment thereof.
Only shareholders of record shown on the books of the Company at the
close of business on September 12, 2000 will be entitled to vote at the
meeting or any adjournment thereof. Each shareholder is entitled to one vote
per share on all matters to be voted on at the meeting.
You are cordially invited to attend the meeting. Whether or not you
plan to attend the meeting, please sign, date and return your Proxy in the
return envelope provided as soon as possible. Your cooperation in promptly
signing and returning the Proxy will help avoid further solicitation expense
to the Company.
This Notice, the Proxy Statement and the enclosed Proxy are sent to
you by order of the Board of Directors.
THOMAS E. OLAND,
President
Dated: September 28, 2000
Minneapolis, Minnesota
TECHNE CORPORATION
PROXY STATEMENT
for
Annual Meeting of Shareholders
to be held November 9, 2000
INTRODUCTION
Your Proxy is solicited by the Board of Directors of Techne Corporation
(the "Company") for use at the Annual Meeting of Shareholders to be held on
November 9, 2000 and at any adjournment thereof, for the purposes set forth in
the attached Notice of Annual Meeting.
The cost of soliciting Proxies, including preparing, assembling and
mailing the Proxies and soliciting material, will be borne by the Company.
Directors, officers and regular employees of the Company may, without
compensation other than their regular compensation, solicit Proxies personally
or by telephone.
Any shareholder giving a Proxy may revoke it at any time prior to its
use at the meeting by giving written notice of such revocation to the Secretary
or other officer of the Company or by filing a new written Proxy with an officer
of the Company. Personal attendance at the meeting is not, by itself,
sufficient to revoke a Proxy unless written notice of the revocation or a
subsequent Proxy is delivered to an officer before the revoked or superseded
Proxy is used at the meeting.
Proxies not revoked will be voted in accordance with the choice
specified by shareholders by means of the ballot provided on the Proxy for that
purpose. Proxies which are signed but which lack any such specification will,
subject to the following, be voted in favor of the proposals set forth in the
Notice of Meeting and in favor of the number and slate of directors proposed by
the Board of Directors and listed herein. If a shareholder abstains from voting
as to any matter, then the shares held by such shareholder shall be deemed
present at the meeting for purposes of determining a quorum and for purposes of
calculating the vote with respect to such matter, but shall not be deemed to
have been voted in favor of such matter. Abstentions, therefore, as to any
proposal will have the same effect as votes against such proposal. If a broker
returns a "non-vote" proxy, indicating a lack of voting instruction by the
beneficial holder of the shares and a lack of discretionary authority on the
part of the broker to vote on a particular matter, then the shares covered by
such non-vote shall be deemed present at the meeting for purposes of determining
a quorum but shall not be deemed to be represented at the meeting for purposes
of calculating the vote required for approval of such matter.
The mailing address of the Company's principal executive office is 614
McKinley Place N.E., Minneapolis, Minnesota 55413. The Company expects that
this Proxy Statement and the related Proxy and Notice of Annual Meeting will
first be mailed to shareholders on or about September 28, 2000.
OUTSTANDING SHARES AND VOTING RIGHTS
The Board of Directors of the Company has fixed September 12, 2000 as
the record date for determining shareholders entitled to vote at the Annual
Meeting. Persons who were not shareholders on such date will not be allowed to
vote at the Annual Meeting. At the close of business on September 12, 2000
20,717,671 shares of the Company's Common Stock were issued and outstanding.
Such Common Stock is the only outstanding class of stock of the Company. Each
share of Common Stock is entitled to one vote on each matter to be voted upon
at the meeting. Holders of the Common Stock are not entitled to cumulative
voting rights in the election of directors.
PRINCIPAL SHAREHOLDERS
The following table provides information concerning the only persons
known to the Company to be the beneficial owners of more than five percent (5%)
of the Company's outstanding Common Stock as of September 12, 2000:
Amount and
Name and Address Nature of Shares Percent
of Beneficial Owner Beneficially Owned(1) of Class(2)
------------------- --------------------- -----------
Kopp Investment Advisors, Inc. 2,534,495(3) 12.2%
Kopp Holding Company and
LeRoy C. Kopp
6600 France Avenue So.
Edina, Minnesota 55435
D.F. Dent & Co. 1,212,143 5.9%
2 East Read St.
Baltimore, Maryland 21202
Thomas E. Oland 814,700(4)(5) 3.9%
614 McKinley Place NE
Minneapolis, MN 55413
-----------
(1) Unless otherwise indicated, the person listed as the beneficial owner of
the shares has sole voting and sole investment power over the shares.
(2) Shares not outstanding but deemed beneficially owned by virtue of the
right of a person to acquire them as of September 12, 2000, or within
sixty days of such date are treated as outstanding only when determining
the percent owned by such individual and when determining the percent
owned by the group.
(3) Sole voting power: 831,000 shares; shared voting power: 1,703,495; sole
investment power: 603,000; shared investment power: 1,931,495.
(4) Does not include 464,564 shares held by the Company's Stock Bonus
Plan, which are included in the group total in the Management Shareholdings
table. The Company's Board of Directors, acting by a majority vote,
currently directs the Trustee as to the voting of such shares. Including
such 464,564 shares, Mr. Oland, a Director of the Company, beneficially
owns 1,279,264 shares or 6.1% of total shares outstanding plus shares
subject to options exercisable by him.
(5) Includes 34,278 shares held by Thomas Oland and Associates, 102,962 shares
held by the Thomas Oland and Associates Profit Sharing Plan and Trust and
189,000 shares subject to stock options which are exercisable.
MANAGEMENT SHAREHOLDINGS
The following table sets forth the number of shares of the Company's Common
Stock beneficially owned as of September 12, 2000, by each executive officer of
the Company named in the Summary Compensation Table, by each director and by all
directors and executive officers (including the named individuals) as a group.
Shares beneficially owned by Mr. Oland constitute 3.9% of total shares
outstanding plus shares subject to options exercisable by him. Each other
individual beneficially owns less than one percent of total shares outstanding
plus shares subject to options exercisable by him or her. As a group, officers
and directors beneficially own 8.9 % of total shares outstanding plus shares
subject to options exercisable by them.
Name of Director Number of Shares
or Executive Officer Group Beneficially Owned(1)
-------------------------- ---------------------
Thomas E. Oland 814,700 (2)(3)
Roger C. Lucas, Ph.D. 30,728 (2)(4)(5)
Howard V. O'Connell 127,500 (2)(5)(6)
G. Arthur Herbert 137,200 (2)(5)(7)
Lowell E. Sears 100,200 (2)(5)(8)
James A. Weatherbee, Ph.D 67,005 (9)
Monica Tsang, Ph.D. 70,693 (10)
Christopher S. Henney, D.Sc., Ph.D. 5,000 (2)(5)(11)
Randolph C. Steer, M.D., Ph.D. 30,000 (2)(5)(12)
Marcel Veronneau 24,462 (13)
Thomas C. Detwiler, Ph.D. 13,518 (14)
Timothy M. Heaney 13,934 (2)(15)
Officers and directors as
a group (12 persons) 1,899,504 (16)
(1) Unless otherwise indicated, the person listed as the beneficial owner has
sole voting and sole investment power over outstanding shares. Shares
beneficially owned includes shares subject to options which are currently
outstanding and exercisable and options which are currently outstanding and
will become exercisable within 60 days of September 12, 2000.
(2) Does not include 464,564 shares held by the Company's Stock Bonus Plan
which are included in the group total. The Company's Board of Directors,
acting by a majority vote, currently directs the Plan Trustee as to the
voting of such shares.
(3) See Note (5) to preceding table.
(4) Includes 10,000 shares owned by Dr. Lucas' wife and 10,000 shares subject
to stock options. Dr. Lucas disclaims beneficial ownership of the shares
owned by his wife.
(5) Does not include an option to purchase 5,000 shares which will be granted
on and will become exercisable as of the date of the Annual Meeting
pursuant to the 1998 Nonqualified Stock Option Plan.
(6) Includes 13,850 shares owned by Mr. O'Connell's wife and 30,000 shares
subject to options. Mr. O'Connell disclaims beneficial ownership of the
shares owned by his wife.
(7) Includes 77,200 shares held by trusts of which Mr. Herbert is a Trustee and
60,000 shares subject to options.
(8) Includes 200 shares held by a trust of which Mr. Sears is a Trustee and
100,000 shares subject to options.
(9) Includes 52,956 shares subject to stock options. Does not include shares
beneficially owned by Dr. Tsang, Dr. Weatherbee's wife.
(10) Includes 56,647 shares subject to stock options. Does not include shares
beneficially owned by Dr. Weatherbee, Dr. Tsang's husband.
(11) Includes 5,000 shares subject to options.
(12) Includes 30,000 shares subject to options.
(13) Includes 11,129 shares subject to options.
(14) Includes 9,326 shares owned by Dr. Detwiler's wife and 254 shares subject
to options. Dr. Detwiler retired as an officer of the Company on July 7,
2000.
(15) Includes 210 shares owned by Mr. Heaney's wife, 700 shares owned by a
family trust of which Mr. Heaney is a co-trustee, and 11,524 shares subject
to options. Mr. Heaney disclaims beneficial ownership of shares owned by
his wife and the Trust.
(16) Includes 878,430 shares held directly by officers, directors and their
associates, 464,564 shares held by the Company's Stock Bonus Plan as to
which the Company's Board of Directors directs the voting and 556,510
shares which may be purchased pursuant to options.
ELECTION OF DIRECTORS
(Proposals #1 and #2)
General Information
The Bylaws of the Company provide that the number of directors shall be
determined by the shareholders at each annual meeting. The Board of Directors
recommends that the number of directors be set at eight. Under applicable
Minnesota law, approval of the proposal to set the number of directors at eight,
as well as the election of each nominee, requires the affirmative vote of the
holders of the greater of (1) a majority of the voting power of the shares
represented in person or by proxy at the Annual Meeting with authority to vote
on such matter or (2) a majority of the voting power of the minimum number of
shares that would constitute a quorum for the transaction of business at the
Annual Meeting.
In the election of directors, each Proxy will be voted for each of the
nominees listed below unless the Proxy withholds a vote for one or more of the
nominees. Each person elected as a director shall serve for a term of one year
or until his successor is duly elected and qualified. All of the nominees are
members of the present Board of Directors. If any of the nominees should be
unable to serve as a director by reason of death, incapacity or other unexpected
occurrence, the Proxies solicited by the Board of Directors shall be voted by
the proxy representatives for such substitute nominee as is selected by the
Board, or, in the absence of such selection, for such fewer number of directors
as results from such death, incapacity or other unexpected occurrence.
The following table provides certain information with respect to the
nominees for director.
<TABLE>
<CAPTION>
Current Position Principal Occupation(s) Director
Name Age with Company During Past Five Years Since
------------------- --- --------------------- ------------------------ --------
<S> <C> <C> <C> <C>
Thomas E. Oland 59 Chairman of the Board, Chairman of the Board, 1985
President, Treasurer President and Treasurer
and Director of the Company since
December 1985 and
President of Research
and Diagnostic Systems,
Inc. since July 1982.
Roger C. Lucas, Ph.D. 57 Vice Chairman and Vice Chairman and 1985
Director Senior Scientific
Advisor to the
Company's Board since
July 1995. Chairman of
Visual Circuits, a
digital video company,
since August 1997, and
director of ChemoCentryx,
a partially-owned
subsidiary of the Company.
Chief Scientific Officer,
Executive Vice President
and Secretary of the
Company from December 1985
to March 1995. Director
of Printware,Inc.
Howard V. O'Connell 70 Director Private investor since 1985
1990. Chairman,
President and Treasurer
of John G. Kinnard and
Company, Incorporated,
a securities broker-
dealer, from 1969 to
1990.
G. Arthur Herbert 74 Director Principal of CEO 1989
Advisors, a management
and financial consulting
firm, since January 1989;
from January 1969 to
December 1988, President
and Vice President Manager
of Electro-Science
Management Corp., a
manager of Venture
Capital Partnerships.
Randolph C. Steer, 50 Director Consultant to the 1990
M.D., PhD. pharmaceutical and
biotechnology
industries since 1989;
Chairman (July 1999-
August 2000) of
Vicus.com, Inc.
Director of BioCryst
Pharmaceuticals, Inc.
Lowell E. Sears 49 Director Private investor since 1994
April 1994. For more
than five years prior
thereto, Chief Financial
Officer of Amgen Inc., a
pharmaceutical company.
Director of Neose
Technologies, Inc., and
Dendreon Corp.
Christopher S. Henney 59 Director Chief Executive Officer 1996
D.Sc., Ph.D. of Dendreon Corp., a
biotechnology company,
since April 1995.
Executive Vice
President of ICOS
Corporation, a
biotechnology company,
from April 1990 to
April 1995. Director
of Dendreon Corp.,
Sonus Pharmaceuticals
and Bionomics Inc.
Timothy M. Heaney 54 Vice President and Vice President, 1999
Director Secretary and General
Counsel of the Company
since October 1999.
From June 1972 to
September 1999, an
attorney with the firm
of Fredrikson & Byron,
P.A. and legal counsel
to the Company since
its inception.
Director of Coda Music
Technology, Inc.
</TABLE>
Committee and Board Meetings
The Company's Board of Directors has two standing Committees, the Audit
Committee and the Compensation Committee. The Audit Committee (whose members
are Messrs. Herbert, O'Connell, Steer and Sears) is responsible for reviewing
the Company's internal audit procedures, the quarterly and annual financial
statements of the Company and, with the Company's independent accountants, the
results of the annual audit. The Audit Committee also establishes and oversees
the implementation of the Company's cash investment policy. The Audit Committee
met four times during fiscal 2000. The Compensation Committee, whose members
are Drs. Henney and Steer and Messrs. Herbert and O'Connell, recommends
compensation for officers of the Company. The Compensation Committee met five
times during fiscal year 2000. In addition to formal meetings, the Audit and
Compensation Committees had numerous telephone conferences regarding Committee
business. The Board does not have a nominating committee.
During fiscal 2000, the Board held four meetings. Each director, except
Mr. Steer, attended 75% or more of the total number of meetings of the Board and
of Committees of which he was a member.
Directors' Fees
Directors who are not employees of the Company are compensated at the rate
of $25,000 per year for service on the Board and Committees of the Board. In
addition, under the Company's 1998 Nonqualified Stock Option Plan, outside
directors automatically receive an option to purchase shares of the Company's
Common Stock on election and upon each re-election. In connection with the year
2000 annual meeting of shareholders, the Board of Directors of the Company has
determined to reduce the number of shares subject to such automatic option from
10,000 to 5,000.
PROPOSAL NO. 3: AMENDMENT OF ARTICLES OF INCORPORATION
General
On August 1, 2000, the Board of Directors unanimously approved an
amendment to the Company's Articles of Incorporation to increase the authorized
common stock from 50,000,000 shares to 100,000,000. If this proposal is
approved, the Company's authorized capital will consist of 100,000,000 Common
and 5,000,000 undesignated shares. As of September 12, 2000, there were
20,717,671 shares of Common Stock and no other shares issued and outstanding.
Of the unissued shares, 1,313,589 shares have been reserved for future issuances
pursuant to the Company's 1987 Incentive, 1988 Nonqualified, 1997 Incentive and
1998 Nonqualified Stock Option Plans and 60,000 shares for outstanding stock
warrants outside of any plan.
The Company's Board desires to increase the number of authorized shares to
give the Board flexibility to declare stock dividends or stock splits at such
times as the Board may deem appropriate; to give the Board flexibility to make
acquisitions using stock; to adopt additional employee benefit plans or increase
the shares available under existing plans; to raise equity capital or to use the
additional shares for other general corporate purposes. Aside from shares
currently reserved for issuance as described above, the Board has not authorized
the issuance of any additional shares, and there are no current agreements or
commitments for the issuance of any additional shares. The Board has
recommended to shareholders an increase in the number of shares of Common Stock
reserved for issuance pursuant to its 1997 Incentive and 1998 Nonqualified Stock
Option Plans as described in Proposal #4 below.
The Company's Articles of Incorporation permit the Board to establish from
the undesignated shares, by resolution adopted and filed with the Secretary of
State in the manner provided by law, one or more classes or series of shares and
to fix the relative rights and preferences of each such class or series,
including the establishment of additional shares of Common Stock. These shares
are available for issuance by the Board at such times and for such purposes as
the Board may deem advisable without further action by the shareholders, except
as may be required by law or regulatory authorities.
In the event of a proposed merger, tender offer or other attempt to gain
control of the Company of which the Board does not approve, the Company's
Articles of Incorporation permit the Board to authorize the issuance of a series
of stock with rights and preferences which could impede the completion of such a
transaction. The Board will have the authority; for example, to adopt a
shareholder rights plan or "poison pill" without additional shareholder
approval. The Board has the authority to issue shares to purchasers who would
support the Board in opposing a hostile takeover bid. The Board does not intend
to issue any shares except on terms which the Board deems to be in the best
interests of the Company and its then existing shareholders.
Shareholders of the Company have no preemptive rights with respect to the
Common Stock of the Company. If this proposed amendment is adopted, the
additional authorized shares of Common Stock will be available for issuance from
time to time at the discretion of the Board without further action by the
shareholders, except where shareholder approval is required by law, regulatory
authorities or to obtain favorable tax treatment for certain employee benefit
plans. Although an increase in the authorized shares could, under certain
circumstances, also be construed as having an anti-takeover effect (for example,
by diluting the stock ownership of a person seeking to effect a change in the
composition of the Board of Directors or contemplating a tender offer or other
transaction for the combination of the Company with another company), the
Company is not proposing the increase in authorized shares in response to any
effort to accumulate the Company's stock or to obtain control of the Company by
means of a merger, tender offer or solicitation in opposition to management.
Vote Required
The Company's Board of Directors recommends that the shareholders approve
the increase of authorized shares of the Company. Under applicable Minnesota
law and the Company's current Articles of Incorporation, approval of the
amendment to increase the authorized shares requires the affirmative vote of the
holders of the greater of (i) a majority of the voting power of the shares
represented in person or by proxy at the Annual Meeting with authority to vote
on such matter, or (ii) a majority of the voting power of the minimum number of
shares that would constitute a quorum for the transaction of business at the
Annual Meeting.
PROPOSAL NO. 4: INCREASE IN SHARES UNDER 1997 INCENTIVE STOCK OPTION PLAN AND
1998 NONQUALIFIED STOCK OPTION PLAN
General
The Company's Board of Directors has recommended an increase in the
number of shares of the Company's Common Stock reserved for issuance under the
Company's 1997 Incentive Stock Option Plan (the "Incentive Plan") from 600,000
to 1,600,000 shares and the number for the 1998 Nonqualified Stock Option Plan,
(the "Nonqualified Plan") from 300,000 to 800,000 shares (the Incentive Plan
and Nonqualified Plan together are referred to as the "Plans). The Company
also has in existence its 1987 Incentive Stock Option Plan, under which 235,066
shares are reserved for options currently outstanding, and its 1988
Nonqualified Stock Option Plan, under which 274,000 shares are reserved for
options currently outstanding. No additional options are being granted
pursuant to either the 1987 Plan or the 1988 Plan.
A general description of the Plans are set forth below, but such
description is qualified in its entirety by reference to the full text of the
Plans, copies of which may be obtained without charge upon written request to
the Secretary of the Company.
Description of Plan
Purpose. The purpose of the Plans is to promote the success of the
Company by facilitating the employment and retention of competent personnel and
by furnishing incentive to directors, officers and employees upon whose efforts
the success of the Company will depend to a large degree.
Term. Incentive stock options may be granted under the Incentive Plan
for a period of ten years from the date of adoption of the Plan by the Board of
Directors. Nonqualified stock options may be granted pursuant to the
Nonqualified Plan until the Nonqualified Plan is discontinued or terminated by
the Board.
Administration. The Plans are administered by the Board of Directors or
a committee appointed by it, currently the Compensation Committee (the
"Committee"). The Plans give broad powers to the Board or Committee to
administer and interpret the Plans, including the authority to select the
individuals to be granted options and to prescribe the particular form and
conditions of each option granted.
Eligibility. All employees of the Company or any subsidiary are eligible
to receive incentive stock options pursuant to the Incentive Plan. All
employees, directors and officers of, and consultants and advisors to, the
Company or any subsidiary are eligible to receive nonqualified stock options
pursuant to the Nonqualified Plan. As of September 12, 2000, the Company had
approximately 500 employees (of which four are officers), six directors who are
not employees and approximately five consultants and advisors.
Options. When an option is granted under either of the Plans, the Board
or the Company's Committee at its discretion specifies the option price and the
number of shares of Common Stock which may be purchased upon exercise of the
option. The exercise price of an incentive stock option may not be less than
100% of the fair market value of the Company's Common Stock and, unless
otherwise determined by the Board or the Committee, the option price of a
nonqualified option will not be less than 100% of the fair market value of the
Company's Common Stock on the date of grant. The closing sale price of the
Company's Common Stock as reported by Nasdaq on September 12, 2000 was
$92.3125 per share. The term during which the option may be exercised and
whether the option will be exercisable immediately, in stages or otherwise are
set by the Board or the Committee, but the term of an incentive stock option
may not exceed ten years from the date of grant. Optionees may pay for shares
upon exercise of options with cash, certified check or, with the consent or the
Board or Committee, Common Stock of the Company valued at the stock's then fair
market value. Each incentive stock option granted under the Incentive Plan is
nontransferable during the lifetime of the optionee. Each outstanding option
under the Plans may terminate earlier than its stated expiration date in the
event of the optionee's termination of employment, directorship or consulting
relationship with the Company.
In addition to other options which may be granted under the Nonqualified
Plan, each nonemployee director of the Company is automatically granted a
nonqualified option for up to 10,000 shares of Common Stock upon his or her
initial election as a director (pro rated for the portion of a year remaining
until the next meeting of shareholders) and for 10,000 shares upon each re-
election thereafter. Effective at the meeting of shareholders to be held
November 9, 2000, the Board of Directors has voted to reduce the number of
shares subject to the automatic grant upon re-election to 5,000 shares. Each
such option will be exercisable at any time for a period of ten years or until
one year after termination of the individual's service as director or
consultant, whichever period ends earlier, at an exercise price per share equal
to 100% of the fair market value of the Common Stock on the date of grant.
Amendment. The Board of Directors may from time to time suspend or
discontinue either of the Plans or revise or amend it in any respect; provided,
(i) no such revision or amendment may impair the terms and conditions of any
outstanding option to the material detriment of the optionee without the
consent of the optionee except as authorized in the event of merger,
consolidation or liquidation of the Company, and (ii) the Plans may not,
without the approval of the shareholders, be amended in any manner that will
(a) materially increase the number of shares subject to the Plans except as
provided in the case of stock splits, consolidations, stock dividends or
similar events; (b) change the designation of the class of employees eligible
to receive options; (c) decrease the price at which options will be granted; or
(d) materially increase the benefits accruing to optionees under the Plan.
Federal Income Tax Consequences of the Plans. Under present law, an
optionee will not realize any taxable income on the date a nonqualified option
is granted pursuant to the Nonqualified Plan. Upon exercise of the option,
however, the optionee must recognize, in the year of exercise, ordinary income
equal to the difference between the option price and the fair market value of
the Company's Common Stock on the date of exercise. Upon the sale of the
shares, any resulting gain or loss will be treated as capital gain or loss.
The Company will receive an income tax deduction in its fiscal year in which
nonqualified options are exercised, equal to the amount of ordinary income
recognized by those optionees exercising options, and must withhold income and
other employment-related taxes on such ordinary income.
Incentive stock options granted under the Incentive Plan are intended to
qualify for favorable tax treatment under Section 422 of the Internal Revenue
Code. Under Section 422, an optionee recognizes no taxable income when the
option is granted. Further, the optionee generally will not recognize any
taxable income when the option is exercised if he or she has at all times from
the date of the option's grant until three months before the date of exercise
been an employee of the Company. The optionee, however, may be subject at the
time of exercise to the alternative minimum tax at the time of exercise
depending upon individual circumstances. The Company ordinarily is not
entitled to any income tax deduction upon the grant or exercise of an incentive
stock option, but may be in the event of an early sale of shares issued upon
exercise to the optionee. Certain other favorable tax consequences may be
available to the optionee if he or she does not dispose of the shares acquired
upon the exercise of an incentive stock option for a period of two years from
the granting of the option and one year from the receipt of the shares.
Plan Benefits. The table below shows the total number of stock options
that have been received by the following individuals and groups under the Plans
as of September 12, 2000:
Total Number of
Name and Position/Group Options Received (1)
----------------------- --------------------
Thomas E. Oland, Chairman and Chief
Executive Officer 0
Monica Tsang, Vice President of Research 3,151
Thomas C. Detwiler, Vice President of
Scientific and Regulatory Affairs 2,931
Marcel Veronneau, Vice President of
Hematology Operations 1,915
Timothy M. Heaney, Vice President,
Secretary and General Counsel 50,269
Current Executive Officer Group 58,266
Roger C. Lucas, Ph.D., Director 20,000
Howard V. O'Connell, Director 20,000
G. Arthur Herbert, Director 20,000
Randolph C. Steer, M.D, Ph.D., Director 20,000
Lowell E. Sears, Director 20,000
Christopher S. Henney, D.Sc., Ph.D.,
Director 20,000
Current Non-executive Officer
Director Group 120,000
Current Non-executive Officer Employee
Group 339,069
------------
(1) This table reflects the total stock options granted without taking
into account exercises or cancellations. Because future grants of
stock options are subject to the discretion of the Board or
Compensation Committee, the future benefits that may be received by
these individuals or groups under the Plans cannot be determined at
this time, except for the automatic option grants to outside
directors as described above.
Vote Required
Because of the employees' positive response to the Plans, and the belief
that making a greater number of shares available to employees, directors and
consultants is an effective means to insure the future growth and development
of the Company, the Board of Directors recommends that the shareholders approve
the increase in the number of shares reserved under the Incentive Plan to
1,600,000 shares and under the Nonqualified Plan to 800,000 shares. Approval
of such increases requires the affirmative vote of the greater of (i) a
majority of the shares represented at the meeting with authority to vote on
such matter or (ii) a majority of the voting power of the minimum number of
shares that would constitute a quorum for the transaction of business at the
meeting.
EXECUTIVE COMPENSATION
Compensation Committee Report on Executive Compensation
Compensation Committee Interlocks and Insider Participation. The
Compensation Committee of the Board of Directors of the Company is composed of
directors Christopher S. Henney, D.Sc., Ph.D., G. Arthur Herbert, Howard V.
O'Connell and Randolph C. Steer, M.D., Ph.D. None of the members of the
Committee is or ever has been an employee or officer of the Company and none is
affiliated with any entity other than the Company with which an executive
officer of the Company is affiliated.
Overview and Philosophy. The Company's executive compensation program is
comprised of base salaries, annual performance bonuses comprised of a cash and
option component, long-term incentive compensation in the form of stock
options, and various benefits, including the Company's profit sharing and
savings plan in which all qualified employees of the Company participate. In
addition, the Compensation Committee from time to time may award special cash
bonuses or stock options related to non-recurring, extraordinary performance.
The Compensation Committee has followed a policy of paying annual base
salaries which are on the moderate side of being competitive in its industry
and of awarding bonuses based on achievement of specific revenue, profit and
non-monetary goals. If the goals are achieved, the officer receives an option
to purchase a number of shares with a fair market value on date of grant equal
to 20% of the officer's base salary and receives, at the election of the
officer, either a cash bonus equal to 20% of base salary or an additional
option to purchase a number of shares with a fair market value on date of grant
equal to 170% of the cash bonus alternative. Bonuses are awarded on a prorated
basis if between 85% and 100% of the specific revenue and profit goals are
achieved. The goals are established annually as recommended by the CEO of the
Company and approved by the Compensation Committee.
The Company has formal employment agreements with its full-time executive
officers, other than its President, effective through June 30, 2001, except Mr.
Heaney's, whose agreement expires September 30, 2002. See "Employment
Contracts and Change in Control Arrangements" below. The agreements provide
for base salaries subject to annual review, bonuses as described above,
benefits as provided to all employees and severance compensation dependent upon
years of employment with or service to the Company in the event that the
officer's employment is terminated without cause or in connection with a sale
or merger of the Company.
Compensation in 2000. During fiscal 2000, the Company maintained its
principal compensation policies and made adjustments in base salaries to
reflect competitive industry and individual performance factors. The
Committee, at the beginning of fiscal 2000, established performance criteria
for officers based 70% on growth in consolidated revenues and earnings and,
working through the Company's Chief Executive Officer, 30% on individual goals
which, if met, would permit each officer to earn a cash bonus and additional
stock options. The Company achieved record revenues and earnings. On the
basis of performance against the criteria established, the Committee at the
close of fiscal 2000 awarded to Drs. Tsang and Detwiler and Messrs. Veronneau
and Heaney the bonuses indicated in the table below under "Summary Compensation
Table" and, subsequent to fiscal year end, the options indicated in footnote
(2) to the table below under "Option/SAR Grants During 2000 Fiscal Year". In
further recognition of the officers' achievements, the Committee established
base salaries for fiscal 2001 as disclosed below under "Employment Contracts
and Change in Control Arrangements."
General. The Company provides medical and insurance benefits to its
executive officers, which are generally available to all Company employees.
The Company has a profit sharing and savings plan in which all qualified
employees, including the executive officers, participate. In each of the past
three fiscal years the Company has contributed to the plan an amount equal to
approximately 10% of gross wages. One half of the assets of the plan have been
invested in Common Stock of the Company. The amount of perquisites allowed to
executive officers, as determined in accordance with rules of the Securities
and Exchange Commission, did not exceed 10% of salary in fiscal 1999.
Chief Executive Officer Compensation. Thomas E. Oland served as the
Company's Chief Executive Officer in fiscal 2000. His compensation was
determined in accordance with the policies described above as applicable to all
executive officers. His base salary was increased from $199,500 in fiscal 1999
to $210,000 in fiscal 2000 in light of the Company's increase in revenues and
earnings. For fiscal 2000 performance he earned but waived a cash bonus. In
February of 1996 the Compensation Committee, in connection with the Board's
long-term strategic planning for the Company, adopted a substantial, long-term
incentive for Mr. Oland in the form of options to purchase an aggregate of
200,000 shares of the Common Stock of the Company at $9.0625 per share, the
fair market value on the date of grant. The options are contingent on
continued employment by the Company and have vested or will vest on the
following schedule: 1996-11,000, 1997-11,000, 1998-11,000, 1999-11,000, 2000-
145,000 and 2001-11,000. The options will expire in February of 2006.
Summary. Aggregate executive compensation increased moderately in fiscal
2000 and the Company awarded stock options to officers because the Company
achieved record revenues and earnings and individual officers achieved
performance goals. The Compensation Committee intends to continue its policy
of paying relatively moderate base salaries, basing bonuses on specific
revenue, profit and performance goals and granting options to provide long-term
incentive.
Christopher S. Henney, D.Sc., Ph.D.
G. Arthur Herbert
Howard V. O'Connell
Randolph C. Steer, M.D., Ph.D.
Members of the Compensation Committee
Employment Contracts and Change in Control Arrangements
The Company has formal employment agreements with each of its full-time
executive officers with the exception of its President and Chief Executive
Officer, with whom the Company has an oral understanding. The agreements,
which in the cases of Dr. Tsang and Mr. Veronneau expire June 30, 2001 and in
the case of Mr. Heaney expires September 30, 2002, provide for base salaries
subject to annual review, bonuses as described in the Compensation Committee
Report contained in this proxy statement, benefits as provided to all employees
and severance compensation based upon years of employment by or service to the
Company in the event that the officer's employment is terminated without cause
or in connection with a sale or merger of the Company. Base salaries for
fiscal 2001 for the executive officers named in the Summary Compensation Table
are as follows: T. Oland - $220,000; M. Tsang - $200,000; M. Veronneau -
$112,000 and T. Heaney - $185,000. Dr. Detwiler retired from the company on
July 7, 2000. Each of such officers is also subject to a confidentiality and
non-competition agreement, which prohibits competition with the Company for a
period of two years following termination of employment with the Company.
Summary Compensation Table
The following table sets forth certain information regarding compensation
paid during each of the Company's last three fiscal years to the Company's
President (who serves as Chief Executive Officer) and to the Company's other
executive officers whose salary and bonus for fiscal 2000 exceeded $100,000.
Not included in the table is Dr. James A. Weatherbee, Vice President and Chief
Scientific Officer, who was on medical leave and did not receive any
compensation from the Company in fiscal 2000.
<TABLE>
<CAPTION>
Long Term Compensation
----------------------
Annual Compensation Awards Payouts
------------------- ------ -------
Securities
Restricted Underlying LTIP All Other
Name and Fiscal Stock Options/ Payouts Compen-
Principal Position Year Salary ($) Bonus ($) Other(1) Awards($) SARs (#) ($) sation ($)
------------------ ------ ---------- --------- -------- ---------- ---------- ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Thomas E. Oland, 2000 210,000 0 None None 0 None 20,141(2)
Chairman of the 1999 199,500 0 None None 0 None 19,258
Board and 1998 190,000 0 None None 0 None 17,350
President
Monica Tsang, 2000 180,000 36,000 None None 1,300 None 20,141(2)
Ph.D., 1999 164,000 33,000 None None 1,574 None 19,258
Vice President- 1998 150,000 30,000 None None 1,800 None 17,350
Research
Thomas C. 2000 165,000 33,000 None None 1,103 None 20,141(2)
Detwiler, Ph.D., 1999 157,000 28,000 None None 1,574 None 19,258
Vice President - 1998 150,000 30,000 None None 1,784 None 17,350
Scientific and
Regulatory Affairs
Marcel Veronneau, 2000 110,000 22,000 None None 749 None 15,732(3)
Vice President - 1999 101,000 19,000 None None 997 None 14,410
Hematology 1998 95,000 19,000 None None 1,140 None 12,933
Operations
Timothy M. Heaney, 2000 117,123 35,000 None None 50,000 None None
Vice President,
Secretary and
General Counsel
</TABLE>
------------------------
(1) "None" indicates zero or an amount equal to less than 10% of the total
amount of annual salary and bonus reported for the named executive officer.
(2) For each individual the amount reflects Company contributions to Profit
Sharing and Savings Plan (as to one-half) and Stock Bonus Plan (as to
one-half), the latter consisting of 120 shares of the Company's Common
Stock.
(3) Amount reflects Company contributions to Profit Sharing and Savings Plan
(as to one-half) and Stock Bonus Plan (as to one-half), the latter
consisting of 94 shares of the Company's Common Stock.
Option/SAR Grants During 2000 Fiscal Year
The following table provides information related to options granted to the
named executive officers during fiscal 2000. The Company has not granted any
stock appreciation rights.
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation for
Individual Grants Option Term
--------------------------------- ----------------------
Number of
Securities Percent of Total
Underlying Options/SARs
Options/SARs Granted to Exercise or
Granted Employees Base Price Expiration
(#) in Fiscal Year ($/Sh) Date 5% ($) 10% ($)
------------ ---------------- ----------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Thomas E. Oland 0 --- --- --- --- ---
Monica Tsang, Ph.D. 1,300(1)(2) 2.34% $25.375 6/30/06 $ 13,429 $ 31,296
Thomas C. Detwiler,
Ph.D. 1,103(1)(2) 1.98% $25.375 6/30/06 $ 11,394 $ 26,553
Marcel Veronneau 749(1)(2) 1.35% $25.375 6/30/06 $ 7,737 $ 18,031
Timothy M. Heaney 50,000(2)(3) 89.84% $31.75 9/30/06 $646,272 $1,506,088
</TABLE>
------------
(1) Such option is an incentive stock option and became exercisable July 1,
1999.
(2) Subsequent to fiscal 2000 year end, options for the indicated number of
shares at an exercise price of $130 per share expiring June 30, 2007
were granted: M. Tsang - 277; T. Detwiler - 254; M. Veronneau - 169;
T.Heaney-269.
(3) Such options are a combination of incentive and nonqualified stock options
and become exercisable at the rate of 1,389 per month October 1999
through September 2002.
Option/SAR Exercises During 2000 Fiscal
Year and Fiscal Year End Option/SAR Values
The following table provides information related to options exercised by
the named executive officers during the 2000 fiscal year and the number and
value of options held at fiscal year end.
<TABLE>
<CAPTION>
Number of Securities Value
Underlying Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs at
Shares at FY-End (#) FY-End ($)(2)
Acquired on Value Exercisable/ Exercisable/
Name Exercise(#) Realized ($)(1) Unexercisable Unexercisable
---- ----------- --------------- -------------------- ---------------------
<S> <C> <C> <C> <C>
Thomas E. Oland 11,220 $272,786 190,334/11,000 $23,020,603/1,330,313
Monica Tsang, Ph.D. 10,000 $533,130 56,370 $6,898,753
Thomas C. Detwiler,
Ph.D. 5,895 $141,434 0 0
Marcel Veronneau 12,000 $642,131 10,960 $1,307,018
Timothy M. Heaney 6,800 $505,176 5,699/37,501 $559,927/3,684,473
</TABLE>
----------------
(1) Based on the difference between the closing price of the Company's Common
Stock as reported by Nasdaq on the date of exercise and the option
exercise price.
(2) Based on the difference between the $130 per share closing price of the
Company's Common Stock as reported by Nasdaq on June 30, 2000 and the
option exercise price.
Stock Performance Chart
The following chart compares the cumulative total shareholder return on
the Company's Common Stock with S&P Midcap 400 Index and the S&P Midcap
Biotechnology Index. The comparison assumes $100 was invested on June 30,
1995 in the Company's Common Stock and in each of the foregoing indices and
assumes reinvestment of dividends.
TOTAL SHAREHOLDER RETURNS
INDEXED RETURNS
Years Ending
Company/Index June 1996 June 1997 June 1998 June 1999 June 2000
----------------- --------- --------- --------- --------- ---------
TECHNE CORP 216.67 224.07 282.40 375.93 1925.93
S&P MIDCAP 400 INDEX 121.58 149.95 190.66 223.40 261.33
BIOTECHNOLOGY-MID 146.42 148.44 154.51 297.14 630.41
INDEPENDENT AUDITORS
Deloitte & Touche LLP acted as the Company's independent auditors for
the 2000 fiscal year and has been selected by the Board of Directors to
continue for the current fiscal year.
A representative of Deloitte & Touche LLP is expected to be present at
the shareholders' meeting, will have the opportunity to make any desired
comments, and will be available to respond to appropriate questions.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors, and persons who own more than 10
percent of the Company's Common Stock, to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company. Officers, directors,
and greater than 10 percent shareholders ("Insiders") are required by SEC
regulations to furnish the Company with copies of all Section 16(a) forms they
file.
To the Company's knowledge, based on a review of the copies of such
reports furnished to the Company, during the fiscal year ended June 30, 2000,
all Section 16(a) filing requirements applicable to Insiders were met.
SHAREHOLDER PROPOSALS
Any appropriate proposal submitted by a shareholder of the Company and
intended to be presented at the 2001 Annual Meeting must be received by the
Company at its offices by May 21, 2001 to be eligible for inclusion in the
Company's proxy statement and related proxy for the 2001 Annual Meeting.
Also, if a shareholder proposal intended to be presented at the 2001
Annual Meeting but not included in the Company's proxy statement and proxy is
received by the Company after August 4, 2001, then management named in the
Company's proxy form for the 2001 Annual Meeting will have discretionary
authority to vote the shares represented by such proxies on the shareholder
proposal, if presented at the meeting, without including information about the
proposal in the Company's proxy materials.
OTHER BUSINESS
The Board of Directors knows of no other matters to be presented at the
meeting. If any other matter does properly come before the meeting, the
appointees named in the Proxies will vote the Proxies in accordance with their
best judgment.
ANNUAL REPORT
A copy of the Company's Annual Report to Shareholders for the fiscal year
ended June 30, 2000, including financial statements, accompanies this Notice of
Annual Meeting and Proxy Statement. No portion of the Annual Report is
incorporated herein or is to be considered proxy-soliciting material.
THE COMPANY WILL FURNISH WITHOUT CHARGE A COPY OF ITS ANNUAL REPORT ON
FORM 10-K FOR THE FISCAL YEAR ENDED JUNE 30, 2000, TO ANY SHAREHOLDER OF THE
COMPANY UPON WRITTEN REQUEST. REQUESTS SHOULD BE SENT TO PRESIDENT, TECHNE
CORPORATION, 614 MCKINLEY PLACE N.E., MINNEAPOLIS, MINNESOTA 55413.
Dated: September 28, 2000
Minneapolis, Minnesota
TECHNE CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints THOMAS E. OLAND and KATHLEEN BACKES, or either
of them acting alone, with full power of substitution, as proxies to represent
and vote, as designated below, all shares of Common Stock of Techne Corporation
registered in the name of the undersigned, at the Annual Meeting of the
Shareholders to be held on Thursday, November 9, 2000 at 3:30 p.m., Minneapolis
Time, at the offices of the Company, 614 McKinley Place N.E., Minneapolis,
Minnesota, and at all adjournments of such meeting. The undersigned hereby
revokes all proxies previously granted with respect to such meeting.
The Board of Directors recommends that you vote "FOR" the following proposals:
(1) To set the number of Directors at eight:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(2) To elect Directors: Nominees: Thomas E. Oland, Roger C. Lucas,
Ph.D., Howard V. O'Connell, G. Arthur Herbert, Randolph C. Steer, M.D.,
Ph.D., Lowell E. Sears, Christopher S. Henney, D.Sc., Ph.D. and Timothy
M. Heaney
[ ] FOR all Nominees listed above [ ] WITHOUT AUTHORITY
(except those whose names have to vote for all nominees
been written on the line below) listed above
(To withhold authority to vote for any nominee, write that nominee's name on the
line below.)
________________________________________________________
(3) To amend the Company's Articles of Incorporation to increase the
authorized Common Stock from 50,000,000 to 100,000,000 shares.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(4) To increase the number of shares of the Company's Common Stock reserved
for issuance under the Company's 1997 Incentive Stock Option Plan from
600,00 to 1,600,000 and under it's 1998 Nonqualified Stock Option Plan
from 300,000 to 800,000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(5) Other matters: In their discretion, the appointed proxies are authorized
to vote upon such other business as my properly come before the Meeting or
any adjournment.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION
IS GIVEN FOR A PARTICULAR PROPOSAL, WILL BE VOTED FOR SUCH PROPOSAL.
Date_____________, 2000.
________________________
________________________
PLEASE DATE AND SIGN ABOVE exactly
as name appears at the left,
indicating, where appropriate
official position or representative
capacity. If stock is held in joint
tenancy, each joint owner should
sign.
